Oleg Shchegolev - Nov 29, 2023 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Nov 29, 2023
Transactions value $
-$1,043,915
Form type
4/A - Amendment
Date filed
12/5/2023, 09:22 PM
Date Of Original Report
Dec 1, 2023
Previous filing
Oct 5, 2023
Next filing
Dec 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale -$996K -90.1K -2.34% $11.06 3.75M Nov 29, 2023 Shchegolev Holdings, LLC F1, F2, F3
transaction SEMR Class A Common Stock Sale -$47.4K -4.31K -0.11% $11.01 3.75M Nov 30, 2023 Shchegolev Holdings, LLC F1, F3, F4
holding SEMR Class A Common Stock 5.82M Nov 29, 2023 Direct F5
holding SEMR Class A Common Stock 6M Nov 29, 2023 The Oleg Shchegolev Grantor Retained Annuity Trust II F6
holding SEMR Class A Common Stock 23.7M Nov 29, 2023 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.00 to $11.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
F3 These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.00 to $11.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
F5 A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F6 These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F7 These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:

On December 1, 2023, the Reporting Person filed a Form 4 which incorrectly reported that the Reporting Person sold shares of Class A Common Stock that were held directly by the Reporting Person on November 29, 2023 and November 30, 2023. This Form 4/A makes the correction to report that the Reporting Person sold shares of Class A Common Stock that were held indirectly through Shchegolev Holdings, LLC on each such date.